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Changing the Partnership Agreement
We need to change a line in our club's Partnership Agreement
and we have added two more partners since it has been
signed. I would assume that if we add an admendment we will
need to have everyone sign it. If that is so, then we might
as well sign a new agreement. Below is the beginning of our
current agreement. How do I word the updated agreement? Do
I change the effective date or add an admended date?

This AGREEMENT of PARTNERSHIP, effective as of March 15,
2008, by and between the undersigned, to wit:

(Our founding Club partner's names)

NOW, THEREFORE IT IS AGREED: ...


Thank you,
John
John:

First, your question regarding whether the new members need
to sign the partnership agreement.

You should have a document that is signed by each new member
at the time of joining in which he/she acknowledges receipt
of a copy of the partnership agreement and any amendments,
and agrees to be bound by its terms. This document adds the
new partner to the partnership without the new partner
having to sign the partnership agreement. If the two new
members who did not sign the original partnership have not
signed such a document, they should do so.

Second, your question regarding whether all partners need to
sign a new partnership agreement to change only a line or
two in your partnership agreement.

Your partnership agreement should have provisions that set
forth the process for amending the partnership agreement.
For example, my club’s agreement requires special notice in
advance of the meeting where the amendment is going to be
voted on and requires a super majority to approve the
change. Amendments made in accordance with the procedures
specified in the partnership agreement do not require the
signature of the partners. The written record of the change
is contained in the minutes of the meeting where the
amendment is approved.

However, for ease of keeping track of amendments, we prepare
an extract of the minutes of the meeting where an amendment
is approved and attach it to the partnership agreement. The
extract includes the following items:

The date when the meeting where the amendment was approved
occurred and that it had the proper quorum;
Statement that the proper notice of the meeting was given to
the partners;
Set forth the motion to amended language of the partnership
agreement verbatim; and
Statement containing the number of votes cast for and
against passage of the amendment
The document is signed by the President and attested to by
the Secretary.

Third, after sixteen years, our partnership agreement had so
many changes that it was becoming difficult to read. We then
created a new document that incorporated all of the previous
amendments. We were careful to have an introduction that
explained that the partnership’s creation date remained in
1988 and that this document was a restatement of the
partnership agreement as it had been amended from time to
time. All of the persons who were partners at that time
signed it. Partners who joined subsequently have just signed
the document that I described in the first paragraph.

Standard Disclosure: You should of course follow the
provisions of your specific partnership agreement and the
laws of the state in which your partnership is organized
pertaining to partnerships.

I hope this information helps you decide how to handle the
changes you propose.

Jack Ranby

John Rice wrote:
> We need to change a line in our club's Partnership Agreement
> and we have added two more partners since it has been
> signed. I would assume that if we add an admendment we will
> need to have everyone sign it. If that is so, then we might
> as well sign a new agreement. Below is the beginning of our
> current agreement. How do I word the updated agreement? Do
> I change the effective date or add an admended date?
>
> This AGREEMENT of PARTNERSHIP, effective as of March 15,
> 2008, by and between the undersigned, to wit:
>
> (Our founding Club partner's names)
>
> NOW, THEREFORE IT IS AGREED: ...
>
>
> Thank you,
> John
We leave the "effective date" the same and add a Revised
Date in the footer. This only happens when there is a
change in the document. For a new partner, we provide them
with a copy of the agreement and they add their signature to
our master copy with the current date next to their
signature.

--Sandy
Women's Investment Network

John Rice wrote:
> We need to change a line in our club's Partnership Agreement
> and we have added two more partners since it has been
> signed. I would assume that if we add an admendment we will
> need to have everyone sign it. If that is so, then we might
> as well sign a new agreement. Below is the beginning of our
> current agreement. How do I word the updated agreement? Do
> I change the effective date or add an admended date?
>
> This AGREEMENT of PARTNERSHIP, effective as of March 15,
> 2008, by and between the undersigned, to wit:
>
> (Our founding Club partner's names)
>
> NOW, THEREFORE IT IS AGREED: ...
>
>
> Thank you,
> John
I forgot to add that in the case of a revision to the
documents, we do have all members sign and date their
signatures again. We have all previous copies in archives.

Sandy Proesch wrote:
> We leave the "effective date" the same and add a Revised
> Date in the footer. This only happens when there is a
> change in the document. For a new partner, we provide them
> with a copy of the agreement and they add their signature to
> our master copy with the current date next to their
> signature.
>
> --Sandy
> Women's Investment Network
>
> John Rice wrote:
> > We need to change a line in our club's Partnership Agreement
> > and we have added two more partners since it has been
> > signed. I would assume that if we add an admendment we will
> > need to have everyone sign it. If that is so, then we might
> > as well sign a new agreement. Below is the beginning of our
> > current agreement. How do I word the updated agreement? Do
> > I change the effective date or add an admended date?
> >
> > This AGREEMENT of PARTNERSHIP, effective as of March 15,
> > 2008, by and between the undersigned, to wit:
> >
> > (Our founding Club partner's names)
> >
> > NOW, THEREFORE IT IS AGREED: ...
> >
> >
> > Thank you,
> > John